PURCHASE AGREEMENT
           Johnny Carino's Country Italian Restaurant
                     Farmington, New Mexico

This  AGREEMENT, entered into effective as of the 14th  of  June,
2004.

l.    PARTIES.  Seller is AEI Income & Growth  Fund  XXI  Limited
Partnership  which  owns an undivided 100% interest  in  the  fee
title  to  that  certain real property legally described  in  the
attached Exhibit "A" (the "Property")  Buyers are Jaroslaw Paluha
and Joseph A. Barraco.  Seller wishes to sell and Buyer wishes to
buy the Property.

2.    PROPERTY.  The  Property  to  be  sold  to  Buyer  in  this
transaction consists of an undivided 100% percentage interest the
Property.    Seller  owns  no  interest  in  any  personalty   in
connection with the Property, except the items listed on  exhibit
B  of  the Lease Agreement and the same are hereby to be sold  to
Buyer in connection herewith.

3.    PURCHASE  PRICE.  The purchase price  for  this  percentage
interest in the Property is $2,940,000.00, all cash.

4.    TERMS. The purchase price for the Property will be paid  by
Buyer as follows:

(A).  When this agreement is executed, Buyer will pay $50,000  to
Seller  (which  shall be deposited into escrow according  to  the
terms  hereof) (the "First Payment"). The First Payment  will  be
credited against the purchase price when and if escrow closes and
the sale is completed.

(B).  Buyer  will  deposit the balance  of  the  purchase  price,
$2,890,000.00  (the Second Payment")  into escrow  in  sufficient
time to allow escrow to close on the closing date.

5.    CLOSING DATE. Escrow shall close on or before 60  day  from
the Effective Date of this Agreement.

6.    DUE  DILIGENCE. Buyer will have 45 days from the  Effective
Date  of this Agreement (the "Review Period") to conduct  all  of
its  inspections  and due diligence and satisfy itself  regarding
the  Property and this transaction. Buyer agrees to indemnify and
hold  Seller  harmless for any loss or damage to the Property  or
persons  caused  by  Buyer  or its agents  arising  out  of  such
physical  inspections of the Property.  Within ten  days  of  the
Effective Date of this Agreement, Seller shall provide (except as
explained below, in Item A):

A.    One  copy  of a title insurance commitment for  an  Owner's
Title  insurance policy (see paragraph 8 below), will deliver  to
buyer as soon as third party title insurance company provides  to
Seller.

B.    A copy of a Certificate of Occupancy or other such document
certifying  completion  and  granting permission  to  permanently
occupy  the  improvements  on the Property  as  are  in  Seller's
possession.

C.    A  copy  of an "as built" survey of the Property  completed
concurrent   with  Seller's  acquisition  of  the  Property,   if
available in Seller's possession.

D.   A copy of any Phase I Environmental Report on the Property.

E.    Lease,  and  any  amendments or modifications  thereto  (as
further  set  forth  in paragraph 11(A) below)  of  the  Property
showing   occupancy  date,  lease  expiration  date,  rent,   and
Guarantees,   if  any,  accompanied  by  such  tenant   financial
statements as may have been provided most recently to  Seller  by
the  Tenant and/or Guarantors. After Closing the Seller will give
the Buyer the original Lease, and Amendments thereto.

Buyer  may  cancel  this agreement for ANY  REASON  in  its  sole
discretion  by  delivering a cancellation notice, return  receipt
requested,  to Seller and escrow holder before the expiration  of
the  Review  Period. Such notice shall be deemed  effective  only
upon receipt by Seller. If this Agreement is not cancelled as set
forth  above,  the  First Payment shall be non-refundable  unless
Seller shall default hereunder.

If  Buyer cancels this Agreement as permitted under this Section,
except for any escrow cancellation fees and any liabilities under
the  first  paragraph of section 6 of this Agreement (which  will
survive),  Seller  (after execution of such documents  reasonably
requested  by  Seller to evidence the termination  hereof)  shall
return  to Buyer its First Payment and Buyer will have absolutely
no  rights, claims or interest of any type in connection with the
Property  or this transaction, regardless of any alleged  conduct
by Seller or anyone else.

Unless this Agreement is canceled by Buyer pursuant to the  terms
hereof, if Buyer fails to make the Second Payment Seller shall be
entitled  to retain the First Payment and Buyer irrevocably  will
be deemed to be in default under this Agreement. Seller then may,
at  its  option,  retain  the  First  Payment  and  declare  this
Agreement  null and void, in which event Buyer will be deemed  to
have canceled this Agreement and relinquish all rights in and  to
the Property, or Seller may exercise its rights under Section  14
hereof.  If this Agreement is not canceled and the First  Payment
and  the  Second  Payment is made when required, all  of  Buyer's
conditions and contingencies will be deemed satisfied.

7.   ESCROW. Escrow shall be opened by Seller and funds deposited
in  escrow upon acceptance of this Agreement by both parties. The
escrow  holder  will  be a nationally-recognized  escrow  company
selected by Seller. A copy of this Agreement will be delivered to
the  escrow holder and will serve as escrow instructions together
with the escrow holder's standard instructions and any additional
instructions required by the escrow holder to clarify its  rights
and  duties  (and  the  parties agree to  sign  these  additional
instructions).  If  there  is any conflict  between  these  other
instructions and this Agreement, this Agreement will control.

8.    TITLE.  Closing will be conditioned on the agreement  of  a
title  company selected by Seller to issue an Owner's  policy  of
title  insurance, dated as of the close of escrow, in  an  amount
equal  to  the  purchase  price, insuring  that  Buyer  will  own
insurable  title  to  the Property subject  only  to:  the  title
company's  standard exceptions; current real property  taxes  and
assessments;  survey  exceptions;  the  rights  of   parties   in
possession pursuant to the lease defined in paragraph  11  below;
all  matters of public record; and other items disclosed to Buyer
during the Review Period.

Buyer  shall be allowed five (5) business days after  receipt  of
said  commitment for examination and the making of any objections
to  marketability thereto, said objections to be made in  writing
or  deemed waived. If any objections are so made, Seller shall be
allowed  sixty  (60) days to cure such objections and  make  such
title  marketable or, in the alternative, to obtain a  commitment
for  insurable title insuring over Buyer's objections. If  Seller
shall  decide to make no efforts to make title marketable, or  is
unable to make title marketable or obtain insurable title, (after
execution  by  Buyer  of such documents reasonably  requested  by
Seller  to evidence the termination hereof) Buyer's First Payment
will be returned and this Agreement shall be null and void and of
no  further force and effect. Seller has no obligation  to  spend
any  funds  or make any effort to satisfy Buyer's objections,  if
any.

Pending   satisfaction  of  Buyer's  objections,   the   payments
hereunder  required shall be postponed, but upon satisfaction  of
Buyer's objections and within ten (10) days after written  notice
to  the  Buyer of satisfaction of Buyer's objections, the parties
shall perform this Agreement according to its terms.

9.    CLOSING COSTS. Seller will pay one-half of escrow fees, one
half  of the cost of obtaining a Standard Owner's Title Insurance
Policy in the full amount of the purchase price, and the cost  of
the  title  commitment. Buyer will pay one half of  the  cost  of
obtaining  a Standard Owners Title Insurance Policy in  the  full
amount of the purchase price. Buyer will pay all recording  fees,
transfer taxes and clerk's fees imposed upon the recording of the
deed,  one-half of the escrow fees, and the cost of an update  to
the  Survey  in Sellers possession (if an update is  required  by
Buyer.)  Each party will pay its own attorney's fees and costs to
document and close this transaction.

10.  REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS.

(A).       Because  the Property is subject to a  net  lease  (as
further  set forth in paragraph 11(A)(1), the parties acknowledge
that  there  shall  be no need for a real estate  tax  proration.
However,   Seller  warrants  that  all  real  estate  taxes   and
installments of special assessments due and payable in all  years
prior to the year of Closing have been paid in full. Unpaid  real
estate  taxes  and unpaid levied and pending special  assessments
existing  on  the date of Closing shall be the responsibility  of
Buyer,  pro-rated, however, to the date of closing for the period
prior to closing, which shall be the responsibility of Seller  if
Tenant shall not pay the same. Buyer shall likewise pay all taxes
due  and  payable  in  the  year after  Closing  and  any  unpaid
installments   of  special  assessments  payable  therewith   and
thereafter, if such unpaid levied and pending special assessments
and real estate taxes are not paid by any tenant of the Property.

(B). All income and all operating expenses from the Property,  if
any,  shall be prorated between the parties and adjusted by  them
as of the date of Closing. Seller shall be entitled to all income
earned, and shall be responsible for all expenses incurred, prior
to  the  date of Closing. Buyer shall be entitled to  all  income
earned and shall be responsible for all operating expenses of the
Property incurred on and after the date of closing.

11.  SELLER'S REPRESENTATION AND AGREEMENTS.

(A). Seller represents and warrants as of this date that:

1.    Except  for  the Lease Agreement in existence  between  AEI
Income & Growth Fund XXI Limited Partnership (as Lessor) and  SFG
Farmington-I  Limited Partnership ("Tenant"), dated  October  31,
2002,  the First Amendment to Net Lease Agreement dated  May  28,
2003,  and  the  Second  Amendment to Net Lease  Agreement  dated
February  25,  2004 (the "Lease"), Seller is  not  aware  of  any
leases of the Property.

2.    If  the  Lease  contains a Right of First  Refusal  to  the
benefit  of  the Lessee for the duration of the Lease,  including
any  renewal  terms,  then  Seller's  obligations  hereunder  are
contingent upon Seller successfully obtaining Lessee's waiver  of
such right of first refusal with respect to this transaction.

3.    It  is  not aware of any pending litigation or condemnation
proceedings  against  the Property or Seller's  interest  in  the
Property.

4.    Except as previously disclosed to Buyer and as permitted in
paragraph (b) below, Seller is not aware of any contracts  Seller
has  executed that would be binding on Seller after  the  closing
date.

(B).  Provided that Buyer performs its obligations  as  required,
Seller agrees that it will not enter into any new contracts  that
would  materially  affect the Property and be binding  on  Seller
after the Closing Date without Buyer's prior consent, which  will
not be unreasonably withheld.

12.  DISCLOSURES.

(A).  Seller  has  not  received  any  notice  of  any  material,
physical,  or  mechanical  defects  of  the  Property,  including
without limitation, the plumbing, heating, air conditioning,  and
ventilating, electrical system. To the best of Seller's knowledge
without  inquiry, all such items are in good operating  condition
and  repair  and in compliance with all applicable  governmental,
zoning,   and   land  use  laws,  ordinances,   regulations   and
requirements. If Seller shall receive any notice to the  contrary
prior to Closing, Seller will inform Buyer prior to Closing.

(B).  Seller  has  not  received any  notice  that  the  use  and
operation  of  the  Property  is  not  in  full  compliance  with
applicable  building codes, safety, fire, zoning,  and  land  use
laws,  and  other  applicable  local,  state  and  federal  laws,
ordinances, regulations and requirements. If Seller shall receive
any  such notice prior to Closing, Seller will inform Buyer prior
to Closing.

(C).  Seller knows of no facts, nor has Seller failed to disclose
to Buyer any fact known to Seller, which would prevent the Tenant
from  using and operating the Property after the Closing  in  the
manner in which the Property has been used and operated prior  to
the date of this Agreement. If Seller shall receive any notice to
the contrary prior to Closing, Seller will inform Buyer prior  to
Closing.

(D).  Seller has not received any notice that the Property is  in
violation  of  any  federal, state or local  law,  ordinance,  or
regulations  relating to industrial hygiene or the  environmental
conditions on, under, or about the Property, including,  but  not
limited  to,  soil, and groundwater conditions. To  the  best  of
Seller's  knowledge, there is no proceeding  or  inquiry  by  any
governmental authority with respect to the presence of  Hazardous
Materials on the Property or the migration of Hazardous Materials
from or to other property. Buyer agrees that Seller will have  no
liability of any type to Buyer or Buyer's successors, assigns, or
affiliates in connection with any Hazardous Materials  on  or  in
connection  with the Property either before or after the  Closing
Date,  except  such Hazardous Materials on or in connection  with
the  Property  arising  out  of  Seller's  gross  negligence   or
intentional misconduct. If Seller shall receive any notice to the
contrary  prior  to Closing, Seller will inform  Buyer  prior  to
Closing.

(E). BUYER AGREES THAT IT SHALL BE PURCHASING THE PROPERTY IN ITS
PRESENT  CONDITION,  "AS  IS,  WHERE  IS",  AND  SELLER  HAS   NO
OBLIGATIONS TO CONSTRUCT OR REPAIR ANY IMPROVEMENTS THEREON OR TO
PERFORM ANY OTHER ACT REGARDING THE PROPERTY, EXCEPT AS EXPRESSLY
PROVIDED HEREIN.

(F).  BUYER  ACKNOWLEDGES THAT, HAVING BEEN GIVEN THE OPPORTUNITY
TO INSPECT THE PROPERTY AND SUCH FINANCIAL INFORMATION CONCERNING
THE  LESSEE  AND  ANY GUARANTORS OF THE LEASE  AS  BUYER  OR  ITS
ADVISORS  SHALL  REQUEST  AND AS MAY BE IN  SELLER'S  POSSESSION,
BUYER  IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY
AND  NOT ON ANY REPRESENTATIONS OR INFORMATION PROVIDED BY SELLER
OR  TO  BE PROVIDED BY SELLER, EXCEPT AS SET FORTH HEREIN.  BUYER
FURTHER  ACKNOWLEDGES THAT THE INFORMATION  PROVIDED,  OR  TO  BE
PROVIDED,  BY  SELLER WITH RESPECT TO THE PROPERTY, THE  PROPERTY
AND  TO THE LESSEE AND ANY GUARANTORS OF LEASE, WAS OBTAINED FROM
A  VARIETY  OF  SOURCES AND SELLER HAS NOT (A)  MADE  INDEPENDENT
INVESTIGATION OR VERIFICATION OF SUCH INFORMATION, AND (B)  MAKES
NO  REPRESENTATIONS  AS TO THE ACCURACY OR COMPLETENESS  OF  SUCH
INFORMATION, EXCEPT AS HEREIN SET FORTH. THE SALE OF THE PROPERTY
AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS - WHERE IS" BASIS AND
BUYER  EXPRESSLY  ACKNOWLEDGES  THAT,  IN  CONSIDERATION  OF  THE
AGREEMENTS OF SELLER HEREIN, EXCEPT AS OTHERWISE SPECIFIED HEREIN
IN  PARAGRAPH 11(A) AND (B) ABOVE AND THIS PARAGRAPH  12,  SELLER
MAKES  NO  WARRANTY  OR REPRESENTATION, EXPRESS  OR  IMPLIED,  OR
ARISING  BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO,  ANY
WARRANTY  OF  CONDITION,  HABITABILITY,  SUITABILITY  FOR  LEASE,
SUITABILITY FOR COMMERCIAL PURPOSES, MERCHANTABILITY, OR  FITNESS
FOR A PARTICULAR PURPOSE, IN RESPECT OF THE PROPERTY.

The provisions (D) - (F) above shall survive Closing.

13.  CLOSING.

(A). Before the closing date, Seller will deposit into escrow  an
executed  special warranty deed warranting title  against  lawful
claims  by, through, or under a conveyance from Seller,  but  not
further  or otherwise, conveying insurable title of the  Property
to  Buyer,  subject to the exceptions contained  in  paragraph  8
above. Seller will also deliver an Estoppel Certificate certified
by Seller (or if available, by Lessee) as to the absence of known
defaults by Lessee and Lessor under the Lease

(B).  On  or  before  the closing date, Buyer will  deposit  into
escrow  the  balance  of the Purchase Price when  required  under
Section 4 and any additional funds required of Buyer (pursuant to
this agreement or any other agreement executed by Buyer) to close
escrow. Both parties will deliver to the escrow holder any  other
documents  reasonably  required by the  escrow  holder  to  close
escrow.

(C). On the closing date, if escrow is ready to close, the escrow
holder  will:  record  the deed in the official  records  of  the
county where the Property is located; cause the title company  to
commit  to issue the title policy; immediately deliver to  Seller
the  portion  of  the  purchase price deposited  into  escrow  by
cashier's check or wire transfer (less debits and prorations,  if
any);  deliver  to Seller and Buyer a signed counterpart  of  the
escrow  holder's certified closing statement and take  all  other
actions necessary to close escrow.

14.   DEFAULTS. If Buyer defaults, Buyer will forfeit all  rights
and  claims  and  Seller will be relieved of all obligations  and
will  be  entitled to retain all monies heretofore  paid  by  the
Buyer. In addition, Seller shall retain all remedies available to
Seller at law or in equity.

If  Seller shall default, Buyer irrevocably waives any rights  to
file  a  lis pendens, a specific performance action or any  other
claim,  action or proceeding of any type in connection  with  the
Property or this or any other transaction involving the Property,
and  will  not  do  anything to affect title to the  Property  or
hinder,  delay  or  prevent  any  other  sale,  lease  or   other
transaction involving the Property (any and all of which will  be
null  and void), unless: it has paid the First Payment, deposited
the  balance  of the Second Payment for the Purchase  Price  into
escrow, performed all of its other obligations and satisfied  all
conditions  under  this  Agreement, and unconditionally  notified
Seller  that it stands ready to tender full performance, purchase
the  Property and close escrow as per this Agreement,  regardless
of  any alleged default or misconduct by Seller. However, in  the
event  of  the  default  or  breach  by  Seller  of  any  of  its
obligations, covenants, representations or warranties under  this
Agreement,  Buyer  shall be entitled to all of its  out-of-pocket
expenses  incurred  in  connection with such  default  or  breach
(including  the  Deposit and all interest accrued  thereon),  and
Buyer  shall have the right to pursue any other remedy  available
to  it  at  law or equity, including the specific performance  of
this  Agreement. Provided, however, that in no event shall Seller
be  liable for any punitive, consequential or speculative damages
arising out of any default by Seller hereunder.

15.  BUYER'S REPRESENTATIONS AND WARRANTIES.

(A). Buyer represents and warrants to Seller as follows:

(1).  In  addition  to  the  acts and deeds  recited  herein  and
contemplated to be performed, executed, and delivered  by  Buyer,
Buyer  shall  perform,  execute  and  deliver  or  cause  to   be
performed,  executed, and delivered at the Closing or  after  the
Closing, any and all further acts, deeds and assurances as Seller
or  the  Title Company may require and be reasonable in order  to
consummate the transactions contemplated herein.

(2).  Buyer  has all requisite power and authority to  consummate
the  transaction contemplated by this Agreement and has by proper
proceedings  duly authorized the execution and delivery  of  this
Agreement  and  the consummation of the transaction  contemplated
hereby.

(3). To Buyer's knowledge, neither the execution and delivery  of
this   Agreement   nor  the  consummation  of   the   transaction
contemplated hereby will violate or be in conflict with  (a)  any
applicable provisions of law, (b) any order of any court or other
agency  of  government having jurisdiction  hereof,  or  (c)  any
agreement  or instrument to which Buyer is a party  or  by  which
Buyer is bound.

16.  DAMAGES, DESTRUCTION AND EMINENT DOMAIN.

(A).  If,  prior to closing, the Property or any part thereof  be
destroyed or further damaged by fire, the elements, or any cause,
due  to events occurring subsequent to the date of this Agreement
to  the  extent that the cost of repair exceeds $10,000.00,  this
Agreement   shall  become  null  and  void,  at  Buyer's   option
exercised, if at all, by written notice to Seller within ten (10)
days  after Buyer has received written notice from Seller of said
destruction or damage. Seller, however, shall have the  right  to
adjust or settle any insured loss until (i) all contingencies set
forth  in Paragraph 6 hereof have been satisfied, or waived;  and
(ii)  any  ten-day period provided for above in this Subparagraph
16a for Buyer to elect to terminate this Agreement has expired or
Buyer  has, by written notice to Seller, waived Buyer's right  to
terminate  this  Agreement. If Buyer elects  to  proceed  and  to
consummate the purchase despite said damage or destruction, there
shall be no reduction in or abatement of the purchase price,  and
Seller  shall  assign  to Buyer the Seller's  right,  title,  and
interest  in and to all insurance proceeds (pro-rata in  relation
to the Property) resulting from said damage or destruction to the
extent  that the same are payable with respect to damage  to  the
Property, subject to rights of any Tenant of the Property.

If  the  cost of repair is less than $10,000.00, Buyer  shall  be
obligated to otherwise perform hereinunder with no adjustment  to
the  Purchase  Price, reduction or abatement,  and  Seller  shall
assign Seller's right, title and interest in and to all insurance
proceeds pro-rata in relation to the Property, subject to  rights
of any Tenant of the Property.

(B). If, prior to closing, the Property, or any part thereof,  is
taken  by  eminent domain, this Agreement shall become  null  and
void  at Buyer's option. If Buyer elects to proceed to consummate
the purchase despite said taking, there shall be no reduction in,
or  abatement of, the purchase price, and Seller shall assign  to
Buyer the Seller's right, title, and interest in and to any award
made,  or to be made, in the condemnation proceeding pro-rata  in
relation to the Property, subject to rights of any Tenant of  the
Property.

In  the  event  that  this Agreement is terminated  by  Buyer  as
provided  above  in  Subparagraph 16A or 16B, the  First  Payment
shall  be immediately returned to Buyer (after execution by Buyer
of  such documents reasonably requested by Seller to evidence the
termination hereof.)

17.  1031 EXCHANGE.

If  Buyer is purchasing the Property as "replacement property" to
for  purposes  of  a  tax free exchange, Buyer acknowledges  that
Seller has made no representations, warranties, or agreements  to
Buyer or Buyer's agents that the transaction contemplated by  the
Agreement will qualify for such tax treatment, nor has there been
any  reliance  thereon  by  Buyer respecting  the  legal  or  tax
implications  of  the  transactions  contemplated  hereby.  Buyer
further  represents  that it has sought and obtained  such  third
party advice and counsel as it deems necessary in regards to  the
tax implications of this transaction.

Buyer  wishes to novate/assign the ownership rights and  interest
of  this  Purchase Agreement to First American Exchange  Company,
LLC who will act as Accommodator to perfect the 1031 exchange  by
preparing an agreement of exchange of Real Property whereby First
American Exchange Company, LLC will be an independent third party
purchasing the ownership interest in subject property from Seller
and  selling the ownership interest in subject property to  Buyer
under  the  same  terms  and conditions  as  documented  in  this
Purchase  Agreement. Buyer asks the Seller, and Seller agrees  to
cooperate  in  the  perfection of  such  an  exchange  if  at  no
additional  cost  or expense to Seller or delay  in  time.  Buyer
hereby  indemnifies  and holds Seller harmless  from  any  claims
and/or  actions  resulting from said exchange.  Pursuant  to  the
direction  of First American Exchange Company, LLC,  Seller  will
deed the property to Buyer.

18.  CANCELLATION

If any party elects to cancel this Contract because of any breach
by  another party or because escrow fails to close by the  agreed
date,  the party electing to cancel shall deliver to escrow agent
a  notice  containing  the address of the  party  in  breach  and
stating  that this Contract shall be cancelled unless the  breach
is  cured within 13 days following the delivery of the notice  to
the escrow agent. Within three days after receipt of such notice,
the escrow agent shall send it by United States Mail to the party
in  breach at the address contained in the Notice and no  further
notice  shall be required. If the breach is not cured within  the
13 days following the delivery of the notice to the escrow agent,
this Contract shall be cancelled.

19.  MISCELLANEOUS.

(A).  This  Agreement  may be amended only by  written  agreement
signed  by  both  Seller and Buyer and all  waivers  must  be  in
writing  and signed by the waiving party. Time is of the essence.
This  Agreement  will not be construed for  or  against  a  party
whether or not that party has drafted this Agreement. If there is
any  action  or proceeding between the parties relating  to  this
Agreement  the  prevailing  party will  be  entitled  to  recover
attorney's  fees  and  costs.  This is  an  integrated  agreement
containing  all agreements of the parties about the Property  and
the   other  matters  described  and  it  supersedes  any   other
agreements or understandings. Exhibits attached to this Agreement
are incorporated into this Agreement.
(B). If this escrow has not closed by the Closing Date through no
fault  of Seller, Seller may, at its election, extend the closing
date  or  exercise any remedy available to it by  law,  including
terminating this Agreement.
(C).  Funds  to be deposited or paid by Buyer must  be  good  and
clear  funds  in  the  form  of cash, cashier's  checks  or  wire
transfers.
(D).  All notices from either of the parties hereto to the  other
shall  be  in writing and shall be considered to have  been  duly
given  or  served if sent by first class certified  mail,  return
receipt requested, postage prepaid, or by a nationally recognized
courier  service guaranteeing overnight delivery to the party  at
his  or its address set forth below, or to such other address  as
such party may hereafter designate by written notice to the other
party.

If to Seller:

AEI Income & Growth Fund XXI Limited Partnership
30 East Seventh Street
Suite 1300
St. Paul, MN 55101

If to Buyer:

Jaroslaw Paluha and Joseph A. Barraco
53 Oakmont Drive
Rancho Mirage, CA 92270

When  accepted, this offer will be a binding agreement for  valid
and  sufficient consideration which will bind and benefit  Buyer,
Seller  and  their  respective successors and assigns.  Buyer  is
submitting  this  offer  by signing a  copy  of  this  offer  and
delivering it to Seller. Seller has five (5) business  days  from
receipt within which to accept this offer.

This   Agreement  shall  be  governed  by,  and  interpreted   in
accordance with, the laws of the state of New Mexico.

IN  WITNESS  WHEREOF,  the Seller and Buyer  have  executed  this
Agreement effective as of the day and year above first written.

BUYERS:

       Jaroslaw Paluha                     Joseph A. Barraco


By:/s/ Jaroslaw Paluha             By: /s/ Joseph A Barraxo
       Jaroslaw Paluha                     Joseph A. Barraco

SELLER:

AEI Income & Growth Fund XXI Limited Partnership, a Minnesota
limited partnership

By:  AEI Fund Management XXI, Inc., a Minnesota corporation


By:/s/ Robert P Johnson
       Robert P. Johnson, its President